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General Terms

IDEXX offers a wide range of products and services (“Offerings”) to you as a customer. Unless otherwise agreed in a Specific Agreement (a separate, unique agreement signed by you and IDEXX – please see the “Definitions” section), all our Offerings are governed solely by the Master Terms (as defined in the “Definitions” section). By purchasing or using an Offering you are agreeing to the Master Terms, and we urge you to read and understand them in their entirety before purchasing or using any of our Offerings.

The Master Terms are a binding contract between you and us. We do not accept any purchase order or other order for work that includes any terms different from or in addition to the Master Terms, and we reject any conflicting terms contained in any acceptance, order, or similar document you send to us.

We may change the Master Terms at any time, at our sole discretion. The version of the Master Terms effective when you order our Offerings shall apply to such Offerings. You may download the Master Terms, and access earlier versions, by clicking the links at the top.

1. Definitions
2. Additional Terms; Order of Precedence
3. Fees, Payments and Returns
4. Proprietary Rights
5. Confidentiality
6. Your Responsibilities When Using our Offerings
7. We Respect Your Privacy
8. IDEXX Limited Warranties
9. Liability Limitations
10. Termination of the Agreement
11. Resolution of Disputes
12. Other Terms

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1. Definitions

Affiliates means entities (companies) that belong to the IDEXX group of companies, which means IDEXX Laboratories, Inc. and its subsidiaries.

Confidential Information means information that is marked confidential or proprietary, or that a reasonable person should know is confidential, and includes all pricing or other specific terms that IDEXX provides to you, including IDEXX incentive programs. Confidential information also includes software, know-how, trade secrets, and non-public information about our customers, our Offerings, or us.

Documentation means technical documentation, specifications, labeling, package inserts, user manuals, operating instructions and other similar information we provide to you.

EMEA means Europe, Middle East and Africa Region.

Intellectual Property means patents, copyrights, trade secrets, trademarks (including trade names, logos and service marks) and confidential know-how, whether registered or unregistered, and including any applications or registrations for each, and their equivalent on a worldwide basis.

Master Terms means these General Terms, the Software Offering General Terms (if applicable), and any applicable Offering Specific Terms.

Offerings means IDEXX products and services.

Offering Specific Terms means additional terms that apply to certain Offerings. Any reference to the Master Terms also includes any applicable Offering Specific Terms.

Specific Agreement means a separate agreement signed by both IDEXX Laboratories, Inc. (or one of its Affiliates) and you.

Software Offering General Terms means additional terms that apply generally to IDEXX software Offerings. Any reference to the Master Terms also includes the Software Offering General Terms (if applicable).

Specific Agreement means a separate agreement signed by both IDEXX Laboratories, Inc. (or one of its Affiliates) and you.

Third-Party means any person or entity other than you or IDEXX.

Use means any use of any IDEXX Offering.

IDEXX, we, us, and our refer to IDEXX Laboratories, Inc. or its Affiliate as may be identified on an invoice, packing slip, order form, order confirmation or similar document.

Customer or you refer to you as an IDEXX customer.

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2. Additional Terms; Order of Precedence

2.1 Additional Terms. In addition to these General Terms, the Software Offering General Terms  apply to our Software Offerings, and additional Offering Specific Terms  may apply to certain Offerings. If you purchase or use Software Offerings, you agree to the Software Offering General Terms. If you purchase or use Offerings that have Offering Specific Terms, you agree to those terms.

2.2 Order of Terms. If there is a conflict or inconsistency between or among a Specific Agreement, these General Terms, the Software Offering General Terms, and any Offering Specific Terms, they take precedence in the following order: first, the Specific Agreement (unless it specifically states otherwise); next, the Offering Specific Terms; next, the Software Offering General Terms (as applicable to our Software Offerings); and last, these General Terms.

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3. Fees, Payments and Returns

3.1 Fees and Payment Terms. All our fees are invoiced directly to you unless you purchased our Offerings through an authorized distributor, in which case the distributor will invoice you. Unless otherwise provided in a Specific Agreement, fees applicable to our Offerings are specified on our order forms, websites, directories of service, or as otherwise published from time to time. Our fees do not include taxes, or Third-Party charges of any kind such as sales taxes, VAT, internet access charges, mobile (cellular) telephone fees or internet service provider charges. If such charges apply, you are responsible for paying them. In case of European Economic Area (EEA) transactions, you undertake to provide IDEXX with all information and documents required for VAT purposes. Unless otherwise provided in a Specific Agreement or Offering Specific Terms, payments are due as follows based on your region:

(a) United States or Canada, for all Offerings: on the 25th day of the month following the date of our invoice; and

(b) EMEA, for all Offerings: net thirty (30) days from the date of our invoice.

We may change your payment terms or revoke any credit previously extended to you at any time. Any extension of payment terms beyond these standard terms requires our prior written consent. Overdue payments will be subject to finance charges of the lower of 1.5% per month or the maximum interest rate allowed by law. You must make payments in the currency specified on our invoice. If at any time you have not paid all amounts due, other than amounts disputed in good faith, then without prejudice to any other rights we may have we may stop or suspend any or all Offerings we provide to you, and declare any outstanding amounts owed by you immediately due and payable. You agree that if you do not pay invoices as required you are responsible for reasonable collection and/or legal fees and costs.

3.2 Estimates and Quotes. Estimates and quotes are not valid unless they are in writing and are only valid for thirty (30) days unless they state a different period. Your orders are not valid until they are accepted by us in writing.

3.3 Receiving and Returning Products. Title and the risk of loss to products shipped to you (except Software) passes to you at our shipping location, at the time the product was made available for pickup at that location. IDEXX does not obtain additional insurance cover over and above carrier standard terms. All sales are final, and you may not return products without our written authorization. Authorized returns are for credit only, and some products will be subject to a restocking fee.

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4. Proprietary Rights

4.1 Ownership of Our Materials. Many of our Offerings contain proprietary content belonging to IDEXX and/or its licensors. Unless ownership or a license for use is specifically granted to you in writing, IDEXX and/or its licensors own and retain all right, title and interest in and to the Offerings and all related Intellectual Property, and nothing in the Master Terms will provide to you any license or right to any IDEXX Intellectual Property by implication, estoppel, or otherwise.

4.2 IDEXX Marks. You agree not to use the IDEXX name or IDEXX trademarks without our written consent, and specifically you agree not to use IDEXX’s name or trademarks in any advertising, marketing, or academic or other publications without first receiving our written approval.

4.3 Software Offerings. In addition to any Offering Specific Terms that may apply, your use of Software Offerings is subject to any additional license or access agreement that accompanies or is included with the Software Offering. If software or a software service is incorporated into or embedded in an Offering and is not subject to Offering Specific Terms (“Embedded Software”), IDEXX grants you, as applicable (a) a non-exclusive, limited, license to install and/or use the Embedded Software or (b) a right to access and use the Embedded Software or service, each for use only with the Offering for which it is intended, only for your internal business purposes, and only in a manner that is consistent with the Offering Documentation. If you use our Software Offerings or Embedded Software with products or services not authorized by us, or if you install unapproved software applications on our Offerings, then without prejudice to any other rights and remedies available to us, we may revoke your right to use and disable access to our applicable Software Offerings and Embedded Software

4.4 Limits on Use. You shall not: (a) copy, modify, or make derivative works of Embedded Software or Software Offerings; (b) sublicense, lease, sell, rent, use or otherwise transfer or make available Embedded Software or Software Offerings to any Third-Party; (c) reverse engineer, decompile, disassemble, or attempt to derive the source code or equivalent of any Embedded Software or Software Offering; (d) use Embedded Software or Software Offerings for (i) benchmarking or competitive analysis or (ii) developing, using, or providing a competing software product or service; (e) use Embedded Software or Software Offerings except as specifically allowed under these General Terms or Offering Specific Terms, ; (f) remove, alter, cover, or distort any copyright, patent or other attribution on or in Software or other Offerings; (g) enable access to Embedded Software or Software Offerings by Third-Party applications not authorized by IDEXX; or (h) circumvent or bypass any technical protection measures relating to the Embedded Software or Software Offerings.

4.5 Feedback. You have no obligation to provide us with feedback, such as suggestions as to how we might improve our Offerings. However, if you do provide feedback then you grant us a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, unlimited, assignable license to use, reproduce, publicly perform and display, distribute, modify, and create derivative works from your feedback.

4.6 Third-Party Materials. Our Offerings may include Third-Party materials or links to Third-Party sites. We are not responsible for the availability of, or content from, Third-Party sites, including any advertising, products, or other materials made available through them. Third-Party materials are provided on an "AS IS" basis, and your use of those materials is at your own risk. You are also responsible for obtaining any necessary licenses or permissions for the use of any Third-Party materials, and you are liable for any claims arising out of the failure to properly obtain such licenses or permissions. To the extent your use of our Offerings require the use of Microsoft software, you consent, where applicable, to the terms set out in Microsoft’s Master Customer Agreement available here . The software included in Procyte One contains component software that is licensed under the GNU General Public License (GPL). You may obtain the corresponding source code for this component software by sending us a request.

4.7 Diagnostic Images. By using any IDEXX Offerings that permit submission of or generate diagnostic images, including but not limited to IDEXX Web PACS, VetConnect Plus, VetMedStat, IDEXX diagnostic imaging systems or Digital Cytology services, you grant IDEXX a royalty-free, worldwide, non-exclusive, perpetual license to access, edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display and otherwise use any diagnostic images submitted, archived, created, or accessed through such services. You acknowledge that this license does not terminate if you cease to be an IDEXX customer. IDEXX’s use of such images may include use of de-identified images (a) with other data (including data from other practices) for research and analysis, (b) to create and improve IDEXX’s commercial products and services, (c) for educational uses, or (d) for inclusion in a reference image library for use by other IDEXX customers. IDEXX does not share such images with Third-Parties without your consent except in a de-identified format. For purposes of this section, “de-identified” means without animal name, animal owner name, clinic name, and any personally identifiable information.

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5. Confidentiality

You may receive Confidential Information from us, and you agree to keep it confidential and use it only to receive and make use of our Offerings. You shall protect such Confidential Information using the same degree of care (but not less than a reasonable degree of care) as you use to protect your own confidential information of a similar nature. If you are required by law, or by order or request of a court or administrative body, to disclose any such Confidential Information, you will make commercially reasonable efforts, as permitted by law, to give us prompt written notice of such event before disclosing such Confidential Information and limit such disclosure to the extent of the legal requirement.

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6. Your Responsibilities When Using our Offerings

6.1 Technology Requirements. You are responsible for ensuring that you have and maintain the minimum required technology, systems, and dependencies necessary to use and access the Offerings, including all costs and expenses related to those requirements. Those minimum technology requirements include all hardware, software, operating systems, network connectivity, and other technologies required to install, access, and utilize the Offerings. Your minimum technology requirements may be found in the applicable Offering Specific Terms or product Documentation, each of which may be amended from time to time.

6.2 Compliance with These Terms and Laws and Regulations. You are legally responsible for compliance with the Master Terms by you and others under your control, including your Users. Offerings may only be used in accordance with, and you are solely responsible for complying with, all applicable laws and regulations which may apply to your or your Users’ Use of the Offerings. Such laws and regulations may apply to your use of your customer’s data or communications to your customers through Use of the Offerings. You are responsible for managing and controlling your customers’ data in the Offerings, including any necessary consents that you are required to obtain from your customers to use their personal information and to access their data. You agree to indemnify us for any liability that arises from your non-compliance with the Master Terms and this section.

6.3 Back up Your Data. You must determine your own data backup and retention requirements based on your own needs and any applicable laws and regulations. You acknowledge that no backup solution is completely failsafe, and you will be solely responsible for implementing any other backup or redundant systems you deem appropriate or necessary given your circumstances, and we will not be liable for any loss of your or your customer’s data. Upon termination of our services to you involving the storage of data, we may store such data for up to six (6) months. However, we are not responsible for maintaining such data, and may delete your files without additional notice.

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7. We Respect Your Privacy

7.1 Privacy Policy. IDEXX understands the importance of your personal information and the need to protect it, so we have established a Privacy Policy to describe our processing of personal information. You may review our Privacy Policy at idexx.com.

7.2 California Consumer Privacy Act (CCPA). This section describes IDEXX’s position as a “Service Provider” and “Contractor” for you with respect to Personal Information under the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CCPA”). All capitalized terms not defined in this section are as defined in the CCPA.

When IDEXX acts as a Service Provider for the processing activities that it performs through certain Offerings on behalf of and on the instructions of our customers, the applicable Offering Specific Terms indicate that such processing activities are described in and are subject to the IDEXX Customer Data Processing Agreement found here , which includes terms applicable under the CCPA as described in the Local Data Protection Laws Covered by DPA found here .

IDEXX also receives limited Personal Information from you when we act as a Contractor under the CCPA to deliver services, equipment or accessories that you request from us pursuant to the Master Terms (the “Contracted Business Purpose”).  With respect to such receipt, IDEXX shall: (a) not sell or share the Personal Information; (b) not retain, use, or disclose the Personal Information: (i) outside the direct business relationship between you and IDEXX; or (ii) for any purpose other than the Contracted Business Purpose, unless otherwise permitted by the CCPA; (c) upon instruction by you, stop using Sensitive Personal Information for any purpose other than the Contracted Business Purpose to the extent IDEXX has knowledge that the Personal Information is Sensitive Personal Information; (d) not combine your Personal Information with other Personal Information that we receive from, or on behalf of, another person or collects from its own interaction with consumers, unless permitted by the CCPA; (e) refrain from attempting to re-identify any de-identified information disclosed by you to IDEXX under the Master Terms; (f) only subcontract any Processing of Personal Information to provide the Contracted Business Purpose and pursuant to a written agreement including data protection terms at least as protective as provided in this paragraph; (g) reasonably cooperate to assist you with meeting your CCPA compliance obligations and responding to CCPA-related inquiries, including responding to verifiable consumer requests taking into account the nature of our Processing and the information available to us; (h) promptly notify you if we determine that we can no longer meet our obligations under CCPA or under this Section; and (i) remain liable for our own violations of the CCPA. Subject to agreement between you and IDEXX, once every twelve (12) months you may review or assess our use of Personal Information obtained under the Master Terms to ensure such use is consistent with your CCPA obligations. IDEXX may aggregate, deidentify, or anonymize Personal Information so it no longer meets the Personal Information definition under CCPA, and may use such aggregated, deidentified, or anonymized personal information for IDEXX internal purposes, including to enable analysis of regional and national trends, data, and information, to provide and improve the Offerings, and otherwise in a manner consistent with the IDEXX Privacy Policy.

7.3 Data Protections. We hold your data in our possession with the same degree of care that a reasonable and careful company would exercise with similar data of its own. We will also implement reasonable security and environmental precautions to ensure a high level of system availability and data protection and recovery. For more information on our data availability, protection and recovery efforts for particular Offerings, please see the applicable Offering Specific Terms.

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8. IDEXX Limited Warranties

8.1 Limited Warranty. Subject to the other provisions of this Section 8 and any applicable Offering Specific Terms, we warrant that: (a) our non-software Offerings will conform to our Documentation, when stored under conditions specified by us and under normal, proper and intended usage, until the expiration of the Offerings’ stated shelf life, or, if none is stated, for the greater of one (1) year after delivery to you or as stated on your order form or sales receipt and; (b) the most current release versions of our Embedded Software will perform substantially in accordance with the Documentation. We do not warrant uninterrupted or error-free operation of our Offerings, and do not warrant the accuracy or performance of any diagnostic Offering beyond that described in the Documentation. You acknowledge that no diagnostic Offering provides 100% accuracy. We do not warrant expendable or consumable parts, such as fuses, batteries, bulbs, cables, power cords, adaptors, calibrators, print heads, keyboards, mice, ribbons, tapes, CDs or other supplies or media, or Third-Party products, such as printers or non- IDEXX software; all of which are provided to you on an "AS IS" basis. Third-Party product suppliers may provide their own warranties. We do not warrant any software patch, update, upgrade, modification or other enhancement provided by us beyond the original warranty period for that software, which begins with your initial license from us. The benefit of the limited warranty described in this section extends to you only if you are the end-user of new Offerings purchased or licensed directly by you from an authorized distributor or us.

8.2 Our Warranty Obligations. If we breach the limited warranty provided in Section 8.1, we will, at no additional charge, during the warranty period: (a) for non-Software Offerings, at our option either repair or replace a nonconforming Offering with new or serviceable used parts or products that are equivalent or superior to new parts or products in performance, and will return such product to you, transportation and insurance prepaid, and; (b) for Embedded Software, use commercially reasonable efforts to provide modifications to any nonconforming software in an attempt to make it conforming. Our warranty on replacement parts and product repairs extends only for the remainder of any original warranty period. If we are unable to repair or replace a nonconforming product after reasonable efforts, or to make software conforming, we will refund your purchase price or license fee paid to us for the Offering, for the period of non-conformance, and if requested by us, upon your return of the Offering. Except as described in applicable Offering Specific Terms, the terms of this Section 8.2 shall be our exclusive liability and your sole remedy for breach of any IDEXX warranty.

8.3 Warranty Support Process. We provide warranty support during normal business hours at our service locations, except on holidays in the country from which IDEXX provides such support. You must make any claim within the applicable warranty or coverage period. In case of malfunction, you must first contact IDEXX Customer Support by telephone at our number provided in your product Documentation. Our support personnel will guide you with telephone or electronic support to attempt to correct your reported problems. If telephone or electronic support is not successful, we will provide you with further instructions. We have no obligation to provide on-site service. If it is necessary to return the Offering, you must do so to our designated facility for examination. Offerings may not be returned unless we have issued you a return material authorization. Before you return any applicable Offering, we strongly recommend that you perform a system back-up on the Offering and archive your data to minimize loss. We pay shipping costs for authorized returns to and from our authorized facilities. You are responsible for shipping and repair costs associated with unauthorized returns, and for returns not covered by our warranty; we will bill for repairs at our then-standard rates. All parts and products exchanged for different parts and products from us become our property.

8.4 Warranties for Specific Offerings. For more information about warranty and support procedures and obligations applicable to specific Offering, please refer to the applicable Offering Specific Terms.

8.5 Your Warranty Obligations. You must take reasonable care of the Offerings, maintain them in a clean and appropriate environment, and carry out any routine maintenance we recommend. You must also provide reasonable supporting data to help identify reported problems, and promptly install new release versions of software that we may make available to you. You must also upgrade your operating system software as we may periodically recommend. Your limited warranties may be voided if you do not comply with your obligations in this section.

8.6 Exceptions to Warranty Coverage. We do not warrant the performance of our Offerings and our warranty is void if your use of such Offerings is not in strict compliance with our Offering Documentation, if you use them with products or services not authorized or provided and configured by us, or if you install unapproved software applications on our Offerings, such as Third-Party drivers. Our warranties do not cover damage resulting from any causes external to our products, such as negligence or improper use or handling; casualty; external electrical fault; failure to follow packing or shipping instructions; use of unauthorized products in conjunction with our Offerings; computer viruses, spyware, malware, worms or other harmful programs; or repairs or modifications made by anyone other than IDEXX or its authorized service providers. IDEXX will repair normal wear-and-tear damage only to the extent required for proper functioning of equipment under warranty; cosmetic damage is not covered.

8.7 Disclaimer of Additional Warranties. EXCEPT AS PROVIDED IN SECTION 8.1 AND SPECIFIC WARRANTIES IN APPLICABLE OFFERING SPECIFIC TERMS, IDEXX AND OUR LICENSORS MAKE NO OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, REGARDING OUR OFFERINGS. WE SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY WITH REGARDS TO ANY OFFERING. THIRD-PARTY MATERIALS AND SOFTWARE OFFERED WITH OR IN OFFERINGS, INCLUDING OPEN SOURCE SOFTWARE, ARE PROVIDED "AS IS", AND ARE NOT COVERED BY ANY IDEXX WARRANTIES. We do not assume, nor do we authorize any employee, agent or other person to assume for us, any other liability in connection with our services and products. Please note that under applicable law you may be entitled to implied warranties or conditions mandated or allowed by law.

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9. Liability Limitations

9.1 Limitations on Damages. Under no circumstances will we or our licensors be liable to you or others for special, incidental, consequential, or indirect, exemplary, punitive or multiple damages or losses, loss of profits, loss of goodwill, loss of data or equipment or business interruption, arising out of or related to the Use of any Offering or failure of or delay in delivering Offerings, or arising out of or related to the Master Terms, whether based on breach of warranty, breach of contract, tort or any other legal theory, even if we or they have been advised of the possibility of such damages or losses. Subject to the provisions of Section 9, IDEXX’s total cumulative liability to you in connection with the Use of any Offering, whether based on breach of warranty, breach of contract, tort or any other legal theory, shall not exceed the amount you paid for such Offering during the twelve (12) months prior to the event giving rise to the claim. The disclaimer and the limitation of liability set forth above shall apply even if any IDEXX warranty fails of its essential purpose. Please note that some jurisdictions do not allow, in full or in part, the limitations in this section, so they may not apply to you.

9.2 Your Use of Our Offerings; Use for Information Purposes.

9.2.1 Our Offerings are designed for use and may only be used: (a) by appropriately trained personnel and for professional use only; (b) according to applicable Offering Documentation; and (c) under normal and customary conditions in a veterinary hospital, clinic, or other operating environment as may be applicable to the particular Offering.

9.2.2 You agree that only you and others under your control will use the Offerings, that all such persons will have the knowledge and training to Use such Offerings properly and safely and will comply with the terms of this section. You must use commercially reasonable efforts to prevent unauthorized use of the Offerings by any other party and must promptly notify us of any unauthorized access or use. Your choice and Use of our Offerings is at your discretion and risk, and you must comply with all applicable laws or regulations regarding your Use of our Offerings. Our veterinary diagnostic Offerings may only be Used by a licensed veterinarian or others under the control of a licensed veterinarian.

9.2.3 Although some content available through the Offerings may be clinical or related to medical treatment, including without limitation patient-specific test result interpretive assistance and follow-up considerations (collectively “Clinical Content”), you acknowledge and agree that Clinical Content does not constitute an opinion, medical advice, diagnosis, or recommended procedure or treatment of any particular medical condition. Clinical Content is provided for informational or educational purposes only, on an "AS IS" basis, at your own risk. Diagnoses, treatment decisions, and other courses of action based on information provided by our Offerings are the responsibility of the primary care veterinarian or other applicable professional, and in no circumstances should Clinical Content be used as a substitute for the professional judgment of a medical practitioner or other applicable professional, including their use of clinical discretion with each patient based on a complete evaluation of the patient, including history, physical presentation and complete laboratory data. We specifically disclaim any liability for your interpretations of, or conclusions about, results provided by our Offerings. With respect to any drug therapy or monitoring program, you should refer to product inserts for a complete description of dosages, indications, interactions and cautions. Some Offerings may include the ability to confer with clinicians or others on a real-time or other basis. Any information derived from such services is also provided on an "AS IS" basis, is for informational purposes only, and under no circumstances should be used as a substitute for clinical, diagnostic and/or treatment decisions, all of which remain the responsibility of the primary care veterinarian or other applicable professional.

9.2.4 We also will not be liable for, nor have any obligation to repair: (a) any damage to your computer system or loss of data that results from Use and access to any of the Offerings if your Use and access does not comply with our Documentation; and (b) any damage resulting from computer viruses, spyware, malware, worms, or other harmful programs (“Viruses and Malware”), provided that IDEXX will use industry standard best practice to prevent the introduction of Viruses and Malware when we provide our Offerings to you.

9.2.5 IDEXX may from time to time make beta, or prototype, versions of our products or services available to our customers for evaluation and testing. These products or services may not yet be licensed by regulatory authorities, where applicable, or otherwise be fully optimized and ready for use in the field. Results obtained from beta products or services are for evaluation purposes only and may not be used in medical decisions.

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10. Termination of the Agreement

10.1 We may terminate any agreement, including any Specific Agreement incorporating the Master Terms or any Offering Specific Terms, immediately upon notice to you for (a) alleged infringement of our, or our licensor’s, Intellectual Property; or (b) your breach of Section 4, or; (c) your breach of the Master Terms if you do not cure that breach within thirty (30) days from the time we provide you notice of the breach. Termination will occur automatically if you file a voluntary petition in bankruptcy, are adjudicated bankrupt, have a trustee or receiver appointed over your assets, or become insolvent or suspend your business, or make an arrangement for the benefit of creditors.

10.2 Unless a Specific Agreement or Offering Specific Terms provide otherwise, either you or we may terminate the applicable Offering by providing thirty (30) days written notice to the other party (for any of our Reference Laboratory Services Offerings, we need provide only reasonable notice).

10.3 In no event will any termination for any reason effect your obligation to pay outstanding fees or give you the right to a refund. Upon termination for any reason: (a) you must stop using the Offering, (b) agree to erase all copies of any software from your systems, and (c) agree to confirm in writing that you have complied with this obligation if requested.

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11. Resolution of Disputes

11.1 You and we agree that the Master Terms, and any dispute arising out or related to them or the products or services we provide to you, shall be governed, without reference to conflict of law principles, as follows:

• if you are located in the United States, by the laws of the State of Maine;
• if you are located in Canada, by the laws of the Province of Ontario; or
• if you are located in EMEA, by the laws of the country where the IDEXX entity (as the seller of the Offerings to you) is located.

You and we also agree that any legal action arising out of or related to the Master Terms or the Offerings we provide to you must be brought exclusively in a court of appropriate jurisdiction in:

• if you are located in the United States, Portland, Maine;
• if you are located in Canada, Toronto, Ontario; or
• if you are located in EMEA, in the country where the IDEXX entity (as the seller of the Offerings to you) is located.

However, we may bring a legal action for an injunction or other equitable relief in any appropriate jurisdiction.

11.2 You and IDEXX agree that each party waives: (a) any claims against the other for multiple, punitive or exemplary damages; (b) any claim of lack of jurisdiction or inconvenient forum; and (c) any right trial by jury. To the extent allowed by law, you and IDEXX agree that any proceedings to resolve or litigate any dispute, whether in arbitration, in court, or otherwise, will be conducted solely on an individual basis, and that neither you nor IDEXX will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you or IDEXX acts or proposes to act in a representative capacity. You and IDEXX further agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of you, IDEXX, and all parties to any such proceeding. The provisions of this section are to be enforced to the maximum extent legally available.

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12. Other Terms

12.1 Notices. You and we agree that if either of us provides to the other any type of notice pursuant to the Master Terms, it must be in writing, sent by a delivery service which provides proof of delivery/proof of receipt, and will be effective on delivery/receipt as verified by the delivery service’s records. We agree to send all such notices to you at the address to which we send your invoices. You agree to send all such notices to us at:

If you are located in the United States or Canada
IDEXX Laboratories, Inc.
Attention: Office of the General Counsel
One IDEXX Drive
Westbrook, Maine 04092
USA

If you are located in the EMEA
IDEXX B.V.
Attention: Legal Department
Scorpius 60, Building F, 2123 Hoofddorp
The Netherlands

Or such other address as IDEXX may from time to time designate in accordance with this section.

12.2 Force Majeure. If either of us is unable to perform, or is delayed in performing, any obligation under the Master Terms, other than an obligation to make payments, and such inability is directly due to strikes (legal or illegal), lockouts, fires, floods or water damage, natural disasters, riots, government acts or orders, interruption of transportation, power outages, interruption in telecommunications services, failure of public utilities, inability to obtain materials upon reasonable prices or terms, war, insurrection, terrorist attack, or any other causes beyond our control, then the non-performing party’s performance is excused and the time for performance extended for the period of delay or inability to perform due to such event, but in no event longer than for six (6) months. Such excuse and delay in performance is conditioned on the party whose performance is impacted by such an event providing notification of such an event to the other party as soon as reasonably practicable and trying diligently to end the failure or delay and minimize its impact.

12.3 Assignment. You may not assign or transfer any rights under the Master Terms, including your licenses to software, including in relation to the sale of a practice or business, to any Third-Party without IDEXX's prior written consent, such consent not to be unreasonably withheld or delayed. Any unauthorized attempt to do so will be null and void.

12.4 Export Obligations. You shall deal with the Offerings in conformity with applicable laws of the United States, Canada, EEA, or of the jurisdictions in which the Offerings were obtained or are used, including all applicable economic sanctions, import, and export control laws, regulations, rules and licenses of such jurisdictions, including, but not limited to, the United States Export Administration Regulations, the United States International Traffic Arms Regulations, the regulations of the United States Department of Treasury, Office of Foreign Assets Control (OFAC), Council Regulation (EC) No. 428/2009, the U.K. Export Control Act 2002, any legislation replacing the foregoing, and any orders issued under the foregoing (“Export Control and Trade Sanctions Rules”). You shall obtain all permits, licenses and other documentation required in connection with the purchase, installation, sale, export, shipment, import or use of any Offerings. You shall not divert or transship any Offerings, or permit anyone else to do so, other than within the country of destination specified in our shipping order or permit anyone else to do so. In particular, but without limitation, the Offerings may not be imported from, transferred, exported or re-exported, directly or indirectly: (a) to, or to a national, resident or entity of any country or jurisdiction that is subject to a U.S. Government, European Union (EU) or UN embargo, sanctions or export restrictions where providing the Offerings requires a license or permit (“Embargoed Country”); (b) to any Third-Party who you know or has reason to know will use the Offerings in the design, development or production of nuclear, chemical or biological weapons or missile delivery systems therefor; (c) to any Third-Party who has been prohibited from participating in United States export transactions by any agency of the United States government or the EU, including without limitation anyone identified on OFAC’s Specifically Designated Nationals and Blocked Persons List (“SDN List”), and anyone fifty percent (50%), or more owned and controlled by one or more parties identified on the SDN List, any party identified on the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions (“EU List”), any party controlled by or more than fifty percent (50%) owned by one or more parties on the EU List, or any party on other United States, EU, or other applicable restricted parties lists, including, without limitation, the U.S. Department of Commerce Denied Persons List, Unverified List, or Entity List or anyone listed under EU restrictive measures or UN sanctions (collectively “Restricted Parties”); or (d) to the Russian Federation and/or the Republic of Belarus or for use in the Russian Federation and/or the Republic of Belarus, to the extent such Offerings are goods or technology subject to Article 12g of Council Regulation (EU) No 833/2014 concerning restrictive measures in view of Russia's actions destabilizing the situation in Ukraine, as amended (the “Regulation”) or Article 8g of Council Regulation (EC) No 765/2006 concerning restrictive measures in view of the situation in Belarus and the involvement of Belarus in the Russian aggression against Ukraine, as amended (the “EC Regulation”). You agree that you will immediately inform IDEXX upon becoming aware of any suspected non-compliance with these requirements by you. For the avoidance of doubt, the term Export Control and Trade Sanctions Rules, as defined above, shall also include Article 12g of the Regulation and Article 8g of the EC Regulation. By using our Offerings, you further represent and warrant that you are not a Restricted Party, located in an Embargoed Country, or under control of a Restricted Party or party located in an Embargoed Country.

12.5 Hardware and Materials. In order to control pricing related to some Offerings or sales programs, some Offerings may include quality remanufactured or refurbished instruments. If you participate in such a program, your instruments may be new or refurbished. Our standard warranties apply to any such instruments. Some Offerings may also require you to trade in existing equipment in order to participate.

12.6 Waiver. Our failure to enforce any provision of the Master Terms shall not constitute a waiver of such right.

12.7 Severability. If any provision of the Master Terms is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, that term is to be modified to make that term enforceable, and the balance of the Master Terms will continue in full force and effect, such change to be made in a manner to maximize the enforcement of the remaining terms.

12.8 Government Contract Provisions. Offerings that include software and documentation acquired by or on behalf of the U.S. Government or other national government, is to be deemed "Commercial Computer Software" or "Commercial Computer Software Documentation," and absent a written agreement to the contrary, the government's rights with respect to such software or documentation are limited by the Master Terms, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a).

12.9 Entire Agreement. The Master Terms, along with any applicable Offering Specific Terms, Software Offerings General Terms or Specific Agreement, represent the complete and final agreement between you and us regarding their subject matter, and supersede all prior or contemporaneous agreements, whether written or oral.

12.10 Governing Language. Any translation of the Master Terms is made for local requirements only. In the event of a dispute between the English and any non-English versions, the original English version of the Master Terms shall control, except where specific national laws require the use of the applicable national language. Any other documents delivered or given pursuant to the Master Terms, including notices, may be in English.